8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

November 14, 2007
Date of Report (date of earliest event reported)

UNITED INDUSTRIAL CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	1-4252	95-2081809
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification Number)

124 Industry Lane
Hunt Valley, Maryland 21030
(Address of principal executive offices, including zip code)

(410) 628-3500
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Introductory Note

On October 7, 2007, United Industrial Corporation (the “Company”), Textron Inc. (“Textron”) and Marco Acquisition Sub Inc., an indirect wholly owned subsidiary of Textron (“Purchaser”), entered into a merger agreement (the “Merger Agreement”), whereby Purchaser would merge with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Textron.  On October 16, 2007, pursuant to the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of Company common stock, par value $1.00 per share (the “Common Stock”) at a purchase price of $81.00 per share, net to the seller in cash without interest, less any applicable withholding taxes.  The Offer expired on Tuesday, November 13, 2007, and, on November 14, 2007, pursuant to the terms of the Offer, Purchaser accepted and paid for all shares of Common Stock validly tendered and not withdrawn prior to the expiration of the Offer (the “Tender Offer Closing”).

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and this description is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On November 14, 2007, the Company and AAI Corporation, a wholly owned subsidiary of the Company, entered into a Supplemental Indenture (the “Supplemental Indenture”) with U.S. Bank National Association, as Trustee, amending its Indenture, dated as of September 15, 2004 (as so supplemented, the “Indenture”), with respect to the Company’s 3.75% Convertible Senior Notes due 2024 (the “Notes”).  The Supplemental Indenture was entered into to reflect that (i) the conversion rate set forth in the Indenture was adjusted pursuant to the Indenture from 25.4863 shares of Common Stock per $1,000 principal amount of Notes to 25.5336 shares of Common Stock per $1,000 principal amount of Notes, and (ii) after the effective time of the Merger (the “Merger Effective Time”), the right of each holder of Notes to convert its Notes into Common Stock shall be changed to a right to convert such Notes into an amount in cash equal to the amount such holder would have received in respect of such Notes if such holder had converted such Notes immediately prior to the Merger Effective Time.

The foregoing descriptions of the Indenture and the Supplemental Indenture do not purport to be complete and are qualified in their entirety by references to the full texts of each of the Indenture and the Supplemental Indenture, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this report and are each incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Conversion

Pursuant to Section 4.1(a)(4) of the Indenture, due to the Offer, holders of the Notes have the option to surrender their Notes for conversion from (i) October 23, 2007 until (ii)  December 11, 2007 (such period, the “Tender Offer Conversion Period”).  As a result of the Tender Offer Closing, holders that surrender Notes for conversion during the Tender Offer Conversion Period will, upon such conversion, receive the “Repurchase Event Make-Whole Premium” provided for in the Indenture.  The amount of such Repurchase Event Make-Whole Premium payable in respect of Notes converted on or before December 11, 2007 is equal to 2.852% of the principal amount of the Notes so converted.

The consummation of the Merger, which had been expected to occur on or before November 19, 2007, has not yet occurred and, as a result, a separate conversion period will apply in respect of the Merger.  Pursuant to Section 4.1(a)(4) of the Indenture, due to the planned Merger, holders of the Notes have the option to surrender their Notes for conversion from (i) October 23, 2007 until (ii)  the date that is 15 business days after the Merger Effective Time (such period, the “Merger Conversion Period”).  Holders that surrender Notes for conversion after December 11, 2007 but during the Merger Conversion Period will, after the Merger is consummated, receive upon such

2

conversion, the “Repurchase Event Make-Whole Premium” provided for in the Indenture.  The amount of such Repurchase Event Make-Whole Premium payable in respect of Notes converted after December 11, 2007 but during the Merger Conversion Period will be determined once the Merger Effective Time is determined, and such amount may be less than the Repurchase Event Make-Whole Premium payable for conversions effected prior to December 11, 2007 described above.

Holders are only entitled to the Repurchase Event Make-Whole Premium if they surrender their Notes for conversion during the Tender Offer Conversion Period or after December 11, 2007 but during the Merger Conversion Period.  If a holder elects to convert Notes after December 11, 2007, such holder will be entitled to any Repurchase Event Make-Whole Premium in respect of the Notes so surrendered for conversion after the Merger is consummated if such conversion is made during the Merger Conversion Period.  A holder who elects to convert Notes after the Merger Conversion Period has ended will not be entitled to any Repurchase Event Make-Whole Premium in respect of the Notes so surrendered for conversion.

The Company intends to satisfy 100% of the Notes surrendered for conversion solely in cash, including any Repurchase Event Make-Whole Premium payable in connection with the Tender Offer Closing or the consummation of the Merger.  Reference is made to the Indenture for the calculation of the amount of cash holders of Notes are entitled to receive upon conversion of their Notes.

On November 15, 2007, the Company issued a press release, which is filed as Exhibit 99.3 hereto and incorporated herein by reference, announcing the convertibility of the Notes due to the Tender Offer Closing.

Repurchase Event

In accordance with the Indenture, the Tender Offer Closing constituted a repurchase event.  As such, each holder of Notes may, until 5:00 p.m. on December 27, 2007, elect to require the Company to repurchase such holder’s Notes as a result of the Tender Offer Closing at a repurchase price of $1,010.63 for each $1,000 principal amount of Notes.  Holders who exercise this repurchase option during such time shall also receive a Repurchase Event Make-Whole Premium equal to 2.852% of the principal amount of the Notes in respect of which the repurchase option is exercised.

The consummation of the Merger and the de-listing of the Common Stock of the Company from the NYSE Euronext, Inc. (the “NYSE”), which had been expected to occur on or before November 19, 2007, have not yet occurred.  As a result, the consummation of the Merger and the de-listing of the Common Stock from the NYSE, when they occur, will each constitute a repurchase event.  The Company will notify holders of Notes of the date(s) when the consummation of the Merger and the de-listing occurs, the repurchase date(s) in respect of these events under the Indenture and the repurchase price and Repurchase Event Make-Whole Premium payable under the Indenture if holders of Notes exercise their repurchase option in connection with the occurrence of these events.

Amended and Restated Notice to Holders of Notes

On November 15, 2007, the Company issued a notice to holders of the Notes, notifying such holders of (i) the adjustment to the conversion rate set forth in the Indenture, (ii) the execution of the Supplemental Indenture, (iii) conversion rights and the procedures to exercise such conversion rights, (iv) the amount of the Repurchase Event Make-Whole Premium that will be payable to holders of the Notes in certain circumstances, (v) the occurrence of the Tender Offer Closing, which constitutes a repurchase event under the Indenture and the procedures to exercise repurchase rights, and (vi) the Company’s election to satisfy all conversion, repurchase and any Repurchase Event Make-Whole obligations in cash (the “Notice”).  The Notice was amended and restated in its entirety on November 20, 2007 (the “Amended and Restated Notice”), as the Merger and the de-listing of the Common Stock of the Company from the NYSE have not occurred on or before November 19, 2007 as previously expected.

Holders of Notes should read carefully the Amended and Restated Notice regarding their conversion rights and their rights to require the Company to repurchase their Notes in connection with the Offer and the future consummation of the Merger, as they contain important information as to the procedures and timing for the exercise of such rights.

3

The foregoing description does not purport to be complete and this description is qualified in its entirety by reference to the full text of the Amended and Restated Notice, a copy of which is filed as Exhibit 99.4 to this report and is incorporated herein by reference.

The foregoing descriptions of the Indenture and the Supplemental Indenture do not purport to be complete and are qualified in their entirety by references to the full texts of each of the Indenture and the Supplemental Indenture, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this report and are each incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Items 1.01 and 2.04 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

At the Tender Offer Closing, Purchaser accepted for payment in accordance with the terms of the Offer all shares of Common Stock that were validly tendered and not withdrawn prior to expiration of the Offer.   Purchaser has purchased and paid for a total of 8,417,623 shares of Common Stock which were tendered in the Offer, representing approximately 85% of the outstanding Common Stock.  1,621,653 shares of Common Stock, which had been tendered in the Offer through notices of guaranteed delivery, have not been delivered as required on or before November 16, 2007 and, as a result, such shares have not been purchased by Purchaser.

The other information required by Item 5.01(a) of Form 8-K is contained in (i) the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, originally filed with the SEC on October 16, 2007, as subsequently amended, and (ii) the Tender Offer Statement on Schedule TO, originally filed by Textron with the SEC on October 16, 2007, as subsequently amended, and such information is incorporated herein by reference.

A copy of the press release issued by Textron announcing the expiration of the Offer is attached as Exhibit 99.5 hereto and is incorporated herein by reference.  A copy of the press release issued by Textron announcing its payment for Common Stock tendered in the Offer is attached as Exhibit 99.6 hereto and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the provisions of the Merger Agreement, Messrs. Warren G. Lichtenstein, Thomas A. Corcoran, Glen M. Kassan, Robert F. Mehmel and General Richard I. Neal, directors of the Company, notified the Company that each of them will resign from the Board of Directors of the Company (the “Board”) effective as of November 14, 2007, the date that Purchaser accepted and paid for the shares of Common Stock validly tendered in the Offer.  Each resigning director resigned pursuant to the provisions of the Merger Agreement and no director resigned from the Board because of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.  Mr. Frederick M. Strader, the Chief Executive Officer and President of the Company, will continue in his role as a director of the Company.

In addition, effective as of November 14, 2007, the Board appointed the following individuals as members of the Board, to fill the vacancies created by the aforementioned resignations: Kathleen M. Bader, John Condon, Paul E. Gagné, Dain M. Hancock and Frank L. Tempesta.  Such persons were designated for appointment as directors of the Company by Textron pursuant to the Merger Agreement.  Each such person is an officer and/or director of Textron or a subsidiary of Textron.  Information about the five directors designated for appointment by Textron has been previously disclosed in the Information Statement contained in the Company’s Schedule 14D-9, which was mailed to the Company’s stockholders and filed with the SEC on October 16, 2007.

4

The foregoing description of the Merger Agreement and related transactions does not purport to be complete and this description is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No	Description
2.1	Agreement and Plan of Merger, dated as of October 7, 2007, by and among Textron Inc., Marco Acquisition Sub Inc. and United Industrial Corporation (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed October 9, 2007).*
99.1	Indenture, dated as of September 15, 2004, by and among United Industrial Corporation, AAI Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed September 16, 2004).*
99.2	Supplemental Indenture, dated as of November 14, 2007, by and among United Industrial Corporation, AAI Corporation and U.S. Bank National Association, as Trustee.
99.3	Press Release issued by United Industrial Corporation on November 15, 2007.
99.4	Amended and Restated Notice to Holders of 3.75% Convertible Senior Notes due 2024, dated November 20, 2007.
99.5	Press Release issued by Textron Inc. on November 14, 2007 (incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K filed by Textron Inc. on September 20, 2007).
99.6	Press Release issued by Textron Inc. on November 20, 2007 (incorporated by reference to Exhibit 99.2 of Current Report on Form 8-K filed by Textron Inc. on September 20, 2007).

*Excludes schedules, exhibits and certain annexes, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request.

5

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITED INDUSTRIAL CORPORATION
Date: November 20, 2007	By:	/s/  Frederick M. Strader
		Name: Frederick M. Strader
		Title: Chief Executive Officer and President

6

EX-99.2

Exhibit 99.2

UNITED INDUSTRIAL CORPORATION

3.75% CONVERTIBLE SENIOR NOTES DUE 2024

SUPPLEMENTAL INDENTURE

DATED AS OF NOVEMBER 14, 2007

U.S. BANK NATIONAL ASSOCIATION

AS TRUSTEE

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 14, 2007, among United Industrial Corporation, a Delaware Corporation (the “Company”), AAI Corporation, a Maryland corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture (as defined below).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of September 15, 2004, providing for the issuance of the Company’s 3.75% Convertible Senior Notes due 2024;

WHEREAS, pursuant to Section 4.7(b) of the Indenture, in the event of a merger of the Company with another corporation as a result of which all of the holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash) in exchange for all of their Common Stock, the Company is required to execute with the Trustee a supplemental indenture providing that the Holder’s right to convert a Security into Common Stock shall be changed to a right to convert a Security into the kind and amount of shares of stock and other securities or property or assets (including Cash) which such Holder would have been entitled to receive upon such merger had such Securities been converted into Common Stock immediately prior to such merger;

WHEREAS, pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of October 7, 2007 (the “Merger Agreement”), by and among the Company, Textron Inc. (“Textron”) and Marco Acquisition Sub Inc., an indirect wholly owned subsidiary of Textron (“Purchaser”), on October 16, 2007, Purchaser commenced a cash tender offer to acquire all of the outstanding shares of Common Stock (the “Offer”) in exchange for $81.00 per share net to the sellers in cash without interest and subject to reduction for any applicable withholding taxes (the “Offer Price”), and, after consummation of the Offer, Purchaser will be merged (the “Merger”) with and into the Company with the Company surviving as a wholly owned subsidiary of Textron;

WHEREAS, pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Common Stock outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”) (other than (i) shares of Common Stock owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law, (ii) shares of Common Stock held by the Company as treasury stock or by any Subsidiary of the Company and (iii) shares of Common Stock owned by Textron or Purchaser or any of their respective subsidiaries, which shall be canceled);

WHEREAS, Section 11.1 of the Indenture provides that the Company and the Trustee may enter into a supplemental indenture without notice to or the consent of any Securityholder to make provision with respect to matters arising under the Indenture that do not adversely affect the interests of the Holders of Securities;

WHEREAS, pursuant to Section 11.7 of the Indenture, upon the execution of this Supplemental Indenture, the Indenture shall be modified in accordance with the terms herewith, this Supplemental Indenture shall form a part of the Indenture for all purposes, and all Holders of the Securities shall be bound hereby;

WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture; and

WHEREAS, the Board of Directors of the Company has adopted resolutions authorizing and approving this Supplemental Indenture, and the Company and the Trustee are executing and delivering this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the registered Holders of the Securities as follows:

1.Conversion Right. Pursuant to Section 4.7 of the Indenture, at and after the Effective Time, each Holder’s right to convert a Security into Common Stock shall be changed to a right to convert the Security into the Merger Consideration which such Holder would have been entitled to receive upon consummation of the Merger had such Security been converted into Common Stock immediately prior to the Effective Time.

2.Adjusted Conversion Rate. Pursuant to Section 4.4(f) of the Indenture, by virtue of Purchaser’s acceptance for payment of shares of Common Stock tendered in the Offer, the Conversion Rate is hereby adjusted, effective immediately prior to the opening of business on the Business Day following the Third Party Expiration Date, from 25.4863 shares of Common Stock per $1,000 principal amount of Securities to 25.5336 shares of Common Stock per $1,000 principal amount of Securities.

3.Trustee’s Acceptance. The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

4.Effect of Supplemental Indenture. On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and the Holder of every Security heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

5.Indenture Remains in Full Force and Effect. Except as supplemented and amended hereby, all provisions in the Indenture shall remain in full force and effect.

6.Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

7.Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.

8.Successors. All covenants and agreements in this Supplemental Indenture by the Company and the Guarantor shall be binding upon and accrue to the benefit of their respective successors. All covenants and agreements in this  Supplemental Indenture by the Trustee shall be binding upon and accrue to the benefit of its successors.

9.Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

11.Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent the same agreement.

12.Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the date and year first above written.

United Industrial Corporation,
a Delaware corporation
By:	/s/ Frederick M. Strader
	Name:  Frederick M. Strader
	Title:  President and Chief Executive Officer
U.S. Bank National Association, as Trustee
By:	/s/ Raymond S. Haverstock
	Name:  Raymond S. Haverstock
	Title:  Vice President
AAI Corporation, a Maryland corporation,
as Guarantor
By:	/s/ Frederick M. Strader
	Name:  Frederick M. Strader
	Title:  President and Chief Executive Officer

Signature Page to Supplemental Indenture

EX-99.3

Exhibit 99.3

NEWS

UNITED INDUSTRIAL CORPORATION

ANNOUNCES CONVERTIBILITY OF ITS

3.75% CONVERTIBLE SENIOR NOTES DUE 2024

DUE TO SUCCESSFUL COMPLETION OF

TENDER OFFER FOR ITS SHARES

UIC Contact:

Stuart F. Gray

410-628-8686

grays@aaicorp.com

HUNT VALLEY, Md., November 15, 2007 — United Industrial Corporation (NYSE: UIC) announced today it is delivering notice to holders of its 3.75% Convertible Senior Notes due 2024 that such notes are convertible as a result of the successful completion by Textron Inc. (NYSE: TXT) of its tender offer for the outstanding shares of UIC common stock.  The depositary for the offer has advised UIC that as of the expiration of the offer on Tuesday, November 13, 2007, approximately 100% of the outstanding common stock of UIC was validly tendered in the offer and not withdrawn, which amount includes shares delivered through notices of guaranteed delivery.  On November 14, 2007, Textron, through a designated wholly owned subsidiary, accepted for purchase all shares that were validly tendered during the offer. UIC expects that Textron’s wholly owned subsidiary will merge with and into UIC on or before Monday, November 19, 2007.

                As more fully described in the notice being delivered today to noteholders, as a result of the successful completion of the tender offer and the expected consummation of the merger, pursuant to the indenture governing the notes, holders may elect to surrender their notes for conversion until December 11, 2007. If the merger is not consummated on or before November 19, 2007, this conversion period may be extended.  Noteholders that convert their notes during this period will receive a repurchase event make-whole premium equal to 2.852% of the principal amount of the notes so converted.  Noteholders that convert their notes after this conversion period (including any extension) has ended will not be entitled to the repurchase event make-whole premium in respect of the notes so converted.

                UIC has previously announced its election to pay any repurchase event make-whole premium payable in connection with the conversion of notes solely in cash.  In addition, UIC is electing to satisfy 100% of any amounts due upon surrender of notes for conversion in cash.

                The procedures that holders must follow to convert their notes are set forth in the indenture and are included in the notice being delivered today to noteholders.  Holders of notes should carefully read this notice as it contains important information regarding their rights with respect to the notes.

                United Industrial Corporation designs, produces, and supports aerospace and defense systems through its wholly owned subsidiary, AAI Corporation, and AAI Corporation’s direct and indirect wholly owned subsidiaries, AAI Services Corporation, Aerosonde Pty Ltd, Aerosonde North America Incorporated, ESL Defence Limited, McTurbine Inc., and Symtx, Inc. Its high technology products and services include unmanned aircraft systems, training and simulation systems, automated aerospace test and maintenance equipment, armament systems, aviation ground support equipment, logistical and engineering services, and maintenance, repair and overhaul activities.

                For more information, visit www.unitedindustrial.com.

Except for the historical information contained herein, information set forth in this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “pending,” “plans,” and variations of such words and similar expressions that indicate future events and trends are intended to identify such forward-looking statements, which include, but are not limited to, statements regarding the pending merger of the company with an indirect wholly owned subsidiary of Textron Inc., projections of revenues, earnings, segment performance, cash flows, and contract awards. These forward- looking statements are subject to inherent risks and uncertainties which could cause the company’s actual results or performance to differ materially from those expressed or implied in such statements. The company makes no commitment to update any forward- looking statement or to disclose any facts, events, or circumstances after the date hereof that may affect the accuracy of any forward-looking statement. For additional information about the company and its various risk factors, please see the company’s most recent Annual Report on Form 10-K and other documents as filed with the Securities and Exchange Commission.

*                              *                              *

2

EX-99.4

Exhibit 99.4

[UIC Letterhead]

November 20, 2007

To:Holders of 3.75% Convertible Senior Notes due 2024

CUSIP Nos. 910671AA4 and 910671AB2

U.S. Bank National Association (the “Trustee”)

60 Livingston Avenue

St. Paul Minnesota 55107-2292

Attention: Corporate Trust Services

Internal Mail EP-MN-WS3C

(United Industrial Corporation - 3.75% Convertible Senior Notes due 2024)

Re: Amended and Restated Notice of Adjustment to Conversion Rate, Conversion Rights, Repurchase Event and Cash Election (the “Notice”)

Ladies and Gentlemen:

Reference is hereby made to the Notice of Adjustment to Conversion Rate, Conversion Rights, Repurchase Event and Cash Election issued by United Industrial Corporation (the “Company”) on November 15, 2007 (the “Prior Notice”). This Notice supersedes, amends and restates in its entirety the Prior Notice.

Reference is hereby made to the Indenture, dated as of September 15, 2004 (as supplemented and amended, the “Indenture”), by and among United Industrial Corporation, a Delaware corporation (the “Company”), AAI Corporation, a Maryland corporation (“AAI”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as Trustee.

All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. All Section references used herein refer to Sections of the Indenture.

Pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of October 7, 2007 (the “Merger Agreement”), by and among the Company, Textron Inc. (“Textron”) and Marco Acquisition Sub Inc., an indirect wholly owned subsidiary of Textron (“Purchaser”), on October 16, 2007, Purchaser commenced a cash tender offer to acquire all of the outstanding shares of Common Stock (the “Offer”). The Offer expired at 12:00 midnight, New York City time, on Tuesday, November 13, 2007. On Wednesday, November 14, 2007, Purchaser accepted for payment the shares of Common Stock validly tendered in the Offer (including shares of Common Stock delivered through notices of guaranteed delivery). We are advised that, as of November 20, 2007, Purchaser has purchased and paid for a total of 8,417,623 shares of Common Stock which were tendered in the Offer, representing approximately 85% of the outstanding Common Stock. We are also advised that the balance of the outstanding shares of Common Stock were tendered in the Offer through notices of guaranteed delivery, but such shares were not delivered as required on November 16, 2007 and,

as a result, have not been purchased by Purchaser. We are also advised that Textron plans to effect the merger of Purchaser with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Textron (the “Merger”), as soon as practicable, and may, if necessary, request that the Company call a shareholder meeting so the Merger can be completed on a long form basis.

1.Notice of Conversion Rate Adjustment

The Company hereby notifies you, in accordance with Section 4.6(a)(2), that, pursuant to Section 4.4(f), by virtue of Purchaser’s acceptance for payment of outstanding shares of Common Stock tendered in the Offer (the “Tender Offer Closing”), the Conversion Rate has been adjusted, such adjustment effective immediately prior to the opening of business on November 14, 2007, the Business Day following the expiration date of the Offer, from 25.4863 shares of Common Stock per $1,000 principal amount of Securities to 25.5336 shares of Common Stock per $1,000 principal amount of Securities.

2.Notice of Execution of Supplemental Indenture

Pursuant to Section 4.7, a Supplemental Indenture, dated as of November 14, 2007 (the “Supplemental Indenture”), was entered into by and among the Company, AAI and the Trustee, providing that, from and after the date upon which the Merger is effective (the “Merger Effective Date”), each Holder’s right to convert a Security into Common Stock shall be changed to a right to convert the Security into an amount in cash equal to the amount such Holder would have been entitled to receive in respect of such Security upon the consummation of the Merger had such Security been converted into Common Stock immediately prior to the consummation of the Merger.

3.Notice of Conversion Rights and Procedures to Exercise Conversion Rights

The Company hereby notifies you, in accordance with Section 4.1(b), that, pursuant to Section 4.1(a)(4), you may surrender your Securities for conversion from (i) October 23, 2007 (the date that was 15 Business Days before the date that the Company announced was the expected date of the Tender Offer Closing) until (ii)  December 11, 2007 (such period, the “Tender Offer Conversion Period”). Pursuant to Section 4.2, if you surrender your Securities for conversion during the Tender Offer Conversion Period, you will receive the Repurchase Event Make-Whole Premium provided for in Section 3.3(b) upon such conversion. The amount of such Repurchase Event Make-Whole Premium payable in respect of Securities converted on or before December 11, 2007 is equal to 2.852% of the principal amount of the Securities so converted.

The Company hereby notifies you, in accordance with Section 4.1(b), that, pursuant to Section 4.1(a)(4), you may surrender your Securities for conversion from (i) October 23, 2007 (the date that was 15 Business Days before the date that the Company announced was the expected effective date of the Merger) until (ii) the day that is 15 Business Days after the Merger Effective Date (such period, the “Merger Conversion Period”). Pursuant to Section 4.2, if you surrender your Securities for conversion during the Merger Conversion Period, you will receive the Repurchase Event Make-Whole Premium provided for in

2

Section 3.3(b) after the Merger has been consummated. The amount of such Repurchase Event Make-Whole Premium payable in respect of Securities converted after December 11, 2007 (the end of the Tender Offer Conversion Period) but during the Merger Conversion Period will be determined once the Merger Effective Date is determined, and such amount may be less than the Repurchase Event Make-Whole Premium payable for conversions effected prior to December 11, 2007 that is described in Item 4 of this Notice. After consummation of the Merger, the Company will notify Holders as to the date on which the Merger Conversion Period ends and the amount of the Repurchase Event Make-Whole Premium payable in respect of Securities converted after December 11, 2007 (the end of the Tender Offer Conversion Period) but during the Merger Conversion Period.

In addition, as reported in a press release issued by the Company on October 4, 2007, pursuant to Section 4.1(a)(1), the Securities are currently convertible through the calendar quarter ending December 31, 2007 due to the Sale Prices of the Common Stock within the last 30 days of the calendar quarter ended September 30, 2007.

If a Holder elects to convert Securities at any time after Merger Conversion Period has ended, such Holder will not be entitled to any Repurchase Event Make-Whole Premium in respect of the Securities so surrendered for conversion.

The Company has previously announced its election to pay any Repurchase Event Make-Whole Premium payable in connection with the Tender Offer Closing or the consummation of the Merger solely in cash. The Company hereby notifies you that, pursuant to Section 4.3(b), the Company elects to satisfy 100% of the Conversion Obligation in cash. Reference is made to the Indenture for the calculation of the amount of cash that Holders are entitled to receive upon conversion of their Securities.

A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof.

Any Securities which are surrendered for purchase by the Company pursuant to Section 3.3(a) will become convertible only if such surrender for purchase has been validly withdrawn in accordance with Section 3.3(f).

In addition to complying with any other rules and procedures of the Depositary for converting a beneficial interest in a Security in global form, to surrender Securities for conversion, Holders must:

(1)properly complete and deliver notice of conversion to the Trustee, as Conversion Agent, to the following address: U.S. Bank National Association, 60 Livingston Avenue, St. Paul Minnesota  55107-2292, Attention: Corporate Trust Services, Internal Mail EP-MN-WS3C, (United Industrial Corporation - 3.75% Convertible Senior Securities due 2024), in accordance with the rules and procedures of the Depositary;

(2)cause to be delivered to the Trustee, as Conversion Agent, through the facilities of the Depositary, in accordance with the rules and procedures of the Depositary, an

3

interest in the aggregate principal amount and corresponding principal amount represented thereby to be converted of such Security in global form;

(3)pay all transfer or similar taxes that are due if the Holder requests that the cash payable upon such conversion be issued or paid to a person other than the Holder of the beneficial interest in the Security in global form being converted; and

(4)provide executed Internal Revenue Service forms (or analogous state, local or non-U.S. forms) as reasonably requested by the Conversion Agent.

Any Holder may request, in accordance with the rules and procedures of the Depositary, that cash payments for converted Securities be credited to such account at the Depositary as such Holder may designate.

If payment of cash upon conversion of Securities is to be made to, or if Securities not converted are to be registered in the name of, any persons other than the Holder(s) effecting the conversion, or if converted Securities are registered in the name of any person other than the person(s) effecting the conversion, the amount of any transfer taxes (whether imposed on such Holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the cash payment unless satisfactory evidence of the payment of such taxes or an exemption therefrom is submitted.

A Security shall be deemed converted as of the close of business on the date of the surrender of such Security for conversion. Upon conversion of a Security, all obligations under the Security so converted will be deemed satisfied, including with respect to any accrued and unpaid interest (including Contingent Interest, if any, and Special Interest, if any).

4.Notice of Amount of the Repurchase Event Make-Whole Premium

Repurchase Event Make-Whole Premium Payable for Securities Converted During the Tender Offer Conversion Period

The Repurchase Event Make-Whole Premium payable in connection with the exercise of (i) conversion rights during the Tender Offer Conversion Period or (ii) repurchase rights in respect of the Tender Offer Closing, each as described herein, shall, in each case, equal to 2.852% of the principal amount of the Securities so converted or delivered for repurchase. This Repurchase Event Make-Whole Premium was calculated by multiplying each $1,000 principal amount of Securities by a specified percentage determined by reference to the Make-Whole Premium Table attached to the Indenture, and is based on (i) the date of the Tender Offer Closing and (ii) the Stock Price paid per share of Common Stock in the Tender Offer Closing, the transaction constituting the Repurchase Event. Pursuant to the Indenture, if a Holder of Common Stock receives only cash in the Repurchase Event, the Stock Price for the preceding calculation shall be the cash amount paid per share of Common Stock. By virtue of the Offer, each Holder of Common Stock will receive $81.00 per share of Common Stock, net to the seller in cash, without interest and subject to applicable withholding taxes; therefore, the Stock Price for the preceding calculation is $81.00.

4

The stock prices set forth in the first column of the Make-Whole Premium Table have been adjusted in accordance with Section 3.3(b)(2) as of November 14, 2007, the date on which the Conversion Rate was adjusted, and equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which was 25.4863, the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment, and the denominator of which was 25.5336, the Conversion Rate as so adjusted.

Because (i) the Stock Price, $81.00, is between two stock price amounts in the Make-Whole Premium Table, as such amounts have been adjusted as described above, and (ii) the effective date of the Tender Offer Closing is between two dates in the Make-Whole Premium Table, the Repurchase Event Make-Whole Premium was determined by straight-line interpolation between the make-whole premium amounts set forth for the lower ($79.85, which is the adjusted $80.00 stock price set forth in the Make-Whole Premium Table) and higher ($84.84, which is the adjusted $85.00 stock price set forth in the Make-Whole Premium Table) stock price amounts and the two dates closest to the effective date of the Tender Offer Closing (September 15, 2007 and September 15, 2008), based on a 365-day year.

Repurchase Event Make-Whole Premium Payable for Securities Converted After December 11, 2007 and Prior to the Expiration of the Merger Conversion Period

The amount of such Repurchase Event Make-Whole Premium payable in respect of Securities converted after December 11, 2007 but during the Merger Conversion Period will be determined once the Merger Effective Date is determined, and such amount may be less than the Repurchase Event Make-Whole Premium payable for conversions effected prior to December 11, 2007.

5.Notice of Repurchase Event and Procedures to Exercise Repurchase Rights

In accordance with Section 3.3(c), this Notice constitutes a Repurchase Event Company Notice. Accordingly, as contemplated by Section 3.3(c), Holders are advised as follows:

(1)A Repurchase Event occurred under the Indenture on November 14, 2007, when the Tender Offer Closing occurred.

(2)December 28, 2007 is the Repurchase Date for the Repurchase Event described in clause (1) above.

(3)Holders who elect to require the Company to repurchase Securities as a result of the Repurchase Event described in clause (1) above must deliver the Repurchase Event Repurchase Notice to the Trustee, as Paying Agent and Conversion Agent, by no later than 5:00 p.m., New York City time, on December 27, 2007, to the following address: U.S. Bank National Association, 60 Livingston Avenue, St. Paul Minnesota  55107-2292, Attention: Corporate Trust Services, Internal Mail EP-MN-WS3C, (United Industrial Corporation - 3.75% Convertible Senior Securities due 2024). Holders must also provide executed Internal Revenue Service forms (or analogous state, local or non-U.S. forms) as reasonably requested by the Paying Agent.

5

(4)The Repurchase Price in respect of the Repurchase Event described in clause (1) above for each $1,000 principal amount of Security is $1,010.63 (which includes $10.63 in accrued but unpaid interest (including Contingent Interest, if any and Special Interest, if any) through December 27, 2007, the date immediately preceding the Repurchase Date).

(5)Holders who elect to require the Company to repurchase Securities by no later than 5:00 p.m., New York City time, on December 27, 2007 are entitled to receive a Repurchase Event Make-Whole Premium equal to 2.852% of the principal amount of the Securities so delivered for repurchase.

(6)The Company has previously announced its election to pay any Repurchase Event Make-Whole Premium solely in cash. In addition, the Company elects to pay 100% of the Repurchase Price in cash.

(7)U.S. Bank National Association is the Paying Agent and the Conversion Agent and its address is 60 Livingston Avenue, St. Paul Minnesota  55107-2292, Attention: Corporate Trust Services, Internal Mail EP-MN-WS3C, (United Industrial Corporation - 3.75% Convertible Senior Securities due 2024). The telephone number of the Paying Agent and the Conversion Agent is (800) 934-6802 and its facsimile number is (651) 495-8158.

(8)A Repurchase Event Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Trustee, as Paying Agent, to the address indicated above at any time prior to 5:00 p.m., New York City time, on December 27, 2007, the Business Day immediately preceding the Repurchase Date, specifying: (i) the name of the Holder; (ii) a statement that the Holder is withdrawing its election to require the Company to repurchase its Securities; (iii) the certificate number(s), if any, of the Securities in respect of which such notice of withdrawal is being submitted; (iv) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; (v) the principal amount, if any, of such Securities which remain subject to the original Repurchase Event Repurchase Notice and which has been or will be delivered for repurchase by the Company; and (vi) if the Securities are not then issued in certificated form, the Repurchase Event Repurchase Notice must comply with the Applicable Procedures of the Depositary in effect at that time.

(9)As indicated above, by virtue of the Tender Offer Closing, the Conversion Rate has been adjusted, effective immediately prior to the opening of business on November 14, 2007, the Business Day following the expiration date of the Offer, from 25.4863 shares of Common Stock per $1,000 principal amount of Securities to 25.5336 shares of Common Stock per $1,000 principal amount of Securities.

Please note that the Repurchase Price is substantially less than the value which would be received upon conversion of such Securities. Each Holder should review this Notice carefully and consult with such Holder’s own financial and tax advisors in determining, and make such Holder’s own decision as to,

6

whether or not to surrender Securities for purchase by the Company pursuant to Section 3.3(a) and, if so, the amount of Securities to surrender. None of the Company, its board of directors, officers or other representatives, nor the Paying Agent or Conversion Agent, are making any representation or recommendation to any Holder as to whether or not to surrender Securities for purchase by the Company at the Repurchase Price.

(10)As described in this Notice, the Securities with respect to which a Holder may deliver a Repurchase Event Repurchase Notice may also be converted. If a Holder delivers a Repurchase Event Repurchase Notice to the Trustee, as Paying Agent, as described herein, such Holder may convert the Securities related to such Repurchase Event Repurchase Notice so delivered only if such Holder withdraws such Repurchase Event Repurchase Notice in accordance with Section 3.3(f).

(11)The portion of the principal amount of the Securities that Holders may deliver to be repurchased must be $1,000 or an integral multiple of $1,000. Pursuant to Section 3.3(a), you have the right, at your option, to require the Company to repurchase all of your Securities not previously called for redemption, or any portion of such Securities.

(12)The consummation of the Merger and the de-listing of the Common Stock from the NYSE, which had been expected to occur on or before November 19, 2007, have not yet occurred. The consummation of the Merger and the de-listing of the Common Stock from the NYSE, when they occur, will each constitute a separate Repurchase Event. The Company will notify Holders of the date(s) when the consummation of the Merger and de-listing occur, the Repurchase Date(s) in respect of these Repurchase Events and the Repurchase Price and the Repurchase Event Make-Whole Premium payable under the Indenture if Holders exercise their repurchase option in connection with the occurrence of these Repurchase Events. The Repurchase Price and Repurchase Event Make-Whole Premium payable in respect of the consummation of the Merger and de-listing of the Common Stock from the NYSE may be different than those payable as a result of the Tender Offer Closing constituting a Repurchase Event.

Enclosed herewith is the Repurchase Event Repurchase Notice, which Holders who desire the Company to repurchase any of their Securities must properly complete and duly execute in its entirety. The properly completed Repurchase Event Repurchase Notice must be delivered to the Trustee, as Paying Agent, in order for a Holder to exercise its Repurchase Event repurchase rights specified in Section 3.3, at any time from the opening of business on November 14, 2007 until no later than 5:00 p.m., New York City time, on December 27, 2007 (the Business Day immediately preceding the Repurchase Date).

The delivery of such Securities to the Trustee, as Paying Agent, with, or at any time after delivery of, the Repurchase Event Repurchase Notice (together with all necessary endorsements) at the offices of the Trustee, as Paying Agent, indicated above is a condition to the payment to the Holder of the Repurchase Price therefore. The Repurchase Price will be paid pursuant to Section 3.3 only if the Securities delivered to the Trustee, as Paying Agent, conform in all

7

respects to the description thereof set forth in the related Repurchase Event Repurchase Notice. Any repurchase by the Company pursuant to Section 3.3 will be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Securities. Immediately after the Repurchase Date, the Securities held by any Holder who has submitted a properly completed Repurchase Event Repurchase Notice to the Trustee, as Paying Agent, with respect to such Securities, will cease to be outstanding and interest on such Securities will cease to accrue, whether or not such Securities are delivered to the Trustee, as Paying Agent, and the rights of the Holders in respect thereof will terminate (other than the right to receive the Repurchase Price and the Repurchase Event Make-Whole Premium, upon delivery of such Securities).

Very truly yours,
UNITED INDUSTRIAL CORPORATION
By:	/s/ James H. Perry
Title:		Vice President, CFO and Controller

8

UNITED INDUSTRIAL CORPORATION

3.75% CONVERTIBLE SENIOR NOTES DUE 2024

REPURCHASE EVENT REPURCHASE NOTICE

(1)           Certificate number of the Security the undersigned will deliver to be repurchased or the appropriate depositary procedures if Certificated Securities have not been issued:

(2)           Portion of the principal amount of the Security that the undersigned will deliver to be repurchased, which portion must be $1,000 or an integral multiple of $1,000:

(3)           To indicate that the Security referenced in (1) above in the principal amount stated in response to (2) above shall be repurchased on December 28, 2007, the Repurchase Event Repurchase Date, pursuant to the terms and conditions specified in the Securities and in the Indenture, check the box: o

This Repurchase Event Repurchase Notice, properly completed, must be delivered to the Trustee, as Paying Agent, in order for a Holder to exercise its Repurchase Event repurchase rights specified in Section 3.3 of the Indenture, at any time from the opening of business on November 14, 2007 until no later than 5:00 p.m., New York City time, on December 27, 2007. This Repurchase Event Repurchase Notice must be delivered to the Trustee, as Paying Agent, by no later than 5:00 p.m., New York City time, on December 27, 2007, to the following address: U.S. Bank National Association, 60 Livingston Avenue, St. Paul Minnesota  55107-2292, Attention: Corporate Trust Services, Internal Mail EP-MN-WS3C, (United Industrial Corporation - 3.75% Convertible Senior Notes due 2024). Holders must also provide executed Internal Revenue Service forms (or analogous state, local or non-U.S. forms) as reasonably requested by the Paying Agent.

The delivery of Securities to the Trustee, as Paying Agent, with, or at any time after delivery of, this Repurchase Event Repurchase Notice (together with all necessary endorsements) at the offices of the Trustee, as Paying Agent, indicated above is a condition to the payment to the Holder of the Repurchase Price therefore. The Repurchase Price will be paid pursuant to Section 3.3 of the Indenture only if the Securities delivered to the Trustee, as Paying Agent, conform in all respects to the description thereof set forth in this Repurchase Event Repurchase Notice.

Any repurchase by the Company pursuant to Section 3.3 of the Indenture will be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Securities to the Paying Agent by the Holder thereof. Immediately after the Repurchase Date, the Securities held by any Holder who has

submitted this Repurchase Event Repurchase Notice, properly completed, to the Trustee, as Paying Agent, with respect to such Securities, will cease to be outstanding and interest on such Securities will cease to accrue, whether or not such Securities are delivered to the Trustee, as Paying Agent, and the rights of the Holders in respect thereof will terminate (other than the right to receive the Repurchase Price and the Repurchase Event Make-Whole Premium, upon delivery of such Notes).

This Repurchase Event Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Trustee, as Paying Agent, to the address indicated above at any time prior to 5:00 p.m., New York City time, on December 27, 2007, the Business Day immediately preceding the Repurchase Date, specifying: (i) the name of the Holder; (ii) a statement that the Holder is withdrawing its election to require the Company to repurchase its Securities; (iii) the certificate number(s), if any, of the Securities in respect of which such notice of withdrawal is being submitted; (iv) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; (v) the principal amount, if any, of such Securities which remain subject to the original Repurchase Event Repurchase Notice and which has been or will be delivered for repurchase by the Company; and (vi) the Repurchase Event Repurchase Notice must comply with the Applicable Procedures of the Depositary in effect at that time.

If you want the Repurchase Price and the Repurchase Event Make-Whole Premium paid to a person or sent to an address, other than the to the person or address listed in the Primary Registrar’s register of the Securities, complete the form below:

Print or type payee’s social security or taxpayer I.D. no.:

Print or type payee’s name, address and zip code:

Your Signature:

(Sign exactly as your name appears on the face of the Security)

Date:

*              Signature guaranteed by:

By:

*The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs:  (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.